建筑装饰业

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金 螳 螂: 公司章程(2025年7月)
Zheng Quan Zhi Xing· 2025-07-11 16:25
Group 1 - The company is officially registered as Suzhou Gold Mantis Construction & Decoration Co., Ltd. and operates under the laws of the People's Republic of China [2][3] - The company was established through the transformation of Suzhou Gold Mantis Decoration Co., Ltd. and is approved by the Ministry of Commerce of the People's Republic of China [2] - The company was listed on the Shenzhen Stock Exchange on November 20, 2006, with an initial public offering of 24 million shares [3] Group 2 - The registered capital of the company is RMB 2,655,323,689 [3] - The company is a permanent stock company, meaning it will continue to exist indefinitely [3] - The chairman of the board serves as the legal representative of the company [3][4] Group 3 - The company's business purpose is to enhance economic cooperation and technical exchanges, utilizing advanced technology and scientific management methods to expand both domestic and international decoration markets [5] - The company engages in a wide range of construction and decoration services, including project contracting, design, and installation of various engineering projects [5] Group 4 - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [7] - The total number of shares issued by the company is 2,655,323,689, all of which are ordinary shares [7][8] - The major shareholders include Suzhou Gold Mantis Enterprise (Group) Co., Ltd. and Golden Feather Corporation, holding 652,805,330 shares and 635,042,264 shares respectively [7] Group 5 - The company has established a comprehensive financial accounting system, including internal audits and the appointment of accounting firms [4] - The company is required to disclose information in accordance with laws and regulations, ensuring transparency in its operations [4][5]
金 螳 螂: 董事、高级管理人员薪酬管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-11 16:25
Core Viewpoint - The company has established a compensation management system for its directors and senior management to enhance motivation and ensure sustainable development, in compliance with relevant laws and regulations [2][10]. Group 1: General Principles - The compensation management system aims to regulate the compensation of directors and senior management, promoting their work enthusiasm and the company's healthy development [2]. - The system applies to directors and senior management as defined in the company's articles of association [2]. Group 2: Management Structure - The Board of Directors' Compensation and Assessment Committee is responsible for proposing compensation standards and plans for directors and senior management, as well as conducting annual assessments [3]. - The shareholders' meeting is responsible for reviewing the compensation standards for directors, while the Board of Directors reviews those for senior management [3]. Group 3: Compensation Standards - Non-independent directors do not receive allowances for their director roles but are compensated based on other positions held within the company [3]. - Independent directors receive fixed allowances, which are approved by the shareholders' meeting and paid monthly [3]. - Senior management's compensation is determined based on their specific roles and includes both basic and incentive pay [3][4]. Group 4: Compensation Distribution - Compensation and allowances for directors and senior management are distributed according to internal compensation policies [5]. - All compensation is pre-tax, with personal income tax deducted before payment [5]. - Compensation for departing directors and senior management is calculated based on their actual tenure and performance [5]. Group 5: Compensation Adjustment - The compensation system should align with the company's business strategy and be adjusted according to changes in business conditions [7]. - Adjustments to compensation standards can occur in response to significant changes in the operating environment, influenced by internal and external factors [8]. Group 6: Miscellaneous Provisions - Any matters not covered by the system will follow national laws and regulations, and the system will be amended accordingly [10]. - The interpretation rights of the system belong to the Board of Directors [10]. - The system becomes effective upon approval by the shareholders' meeting [10].
金 螳 螂: 独立董事工作制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-11 16:25
General Principles - The independent director system aims to enhance the corporate governance structure of Suzhou Jin Tanglang Architectural Decoration Co., Ltd., protect the rights of minority shareholders, and promote standardized operations [2][3] - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent judgment [2] Responsibilities and Duties - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their roles in accordance with laws, regulations, and the company's articles of association [3] - The company must provide necessary support for independent directors to fulfill their duties [3] Qualifications and Appointment - Independent directors must maintain independence and cannot be individuals with certain relationships or interests in the company [6] - The board of directors must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [3][6] Term and Dismissal - Independent directors serve a term that coincides with other directors, with a maximum continuous term of six years [13] - The company must disclose reasons for the early termination of an independent director's position [7] Rights and Powers - Independent directors have the right to independently hire intermediaries for audits or consultations and propose meetings of the board or shareholders [18] - They must attend board meetings in person and can delegate another independent director to attend if unable to do so [20] Communication and Reporting - Independent directors are required to submit an annual report detailing their activities, including attendance at meetings and communication with minority shareholders [28] - The company must establish a communication mechanism between independent directors and minority shareholders [27] Support and Resources - The company must provide necessary working conditions and support for independent directors, ensuring they have access to relevant information and resources [30][31] - Independent directors are entitled to a reasonable allowance commensurate with their responsibilities, which must be approved by the board and disclosed in the annual report [36]
金 螳 螂: 募集资金管理办法(2025年7月)
Zheng Quan Zhi Xing· 2025-07-11 16:25
Core Viewpoint - The document outlines the fundraising management measures of Suzhou Jin Tanglang Architectural Decoration Co., Ltd, aiming to regulate the management and utilization of raised funds, enhance efficiency, and protect investor interests [2][3]. Fundraising Management Overview - The company establishes these measures based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China, as well as the Shenzhen Stock Exchange listing rules [2]. - The term "raised funds" refers to funds obtained through stock issuance or other equity-like securities for specific purposes, excluding funds raised for equity incentive plans [2]. Fundraising Project Implementation - Fundraising projects must be implemented by the company's subsidiaries or controlled enterprises, which are required to comply with these measures [2]. - Upon receipt of raised funds, the company must promptly conduct verification procedures by a qualified accounting firm [2]. Fund Usage and Disclosure - The company must use raised funds prudently, ensuring alignment with the commitments made in the issuance application documents, and must not change the intended use without proper disclosure [3][6]. - The board of directors is responsible for establishing a sound fundraising management system, which includes regulations on fund storage, management, usage, and supervision [3][6]. Fund Storage and Supervision - The company must select commercial banks carefully and open special accounts for raised funds, ensuring that these accounts are used solely for the intended purpose [4][8]. - A tripartite supervision agreement must be signed with the underwriter or independent financial advisor and the bank within one month of the funds being received [4][5]. Fund Usage Regulations - Raised funds should primarily be used for the company's main business and must not be used for high-risk investments or financial assistance to others [6][12]. - Any changes in the use of raised funds or the use of surplus funds must be approved by the board of directors and disclosed to shareholders [9][12]. Reporting and Accountability - The company must maintain detailed records of fund usage and undergo regular internal audits to ensure compliance with the established management measures [16][17]. - Any significant discrepancies between actual fund usage and the disclosed investment plans must be reported and justified [17][18]. Conclusion - The measures aim to ensure the effective management and utilization of raised funds, safeguarding investor interests and maintaining regulatory compliance [2][3].
金 螳 螂: 累积投票制实施细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-11 16:25
Core Points - The implementation rules for the cumulative voting system aim to enhance the corporate governance structure of Suzhou Jin Tanglang Architectural Decoration Co., Ltd and ensure shareholders can fully exercise their rights [1] - The cumulative voting system allows shareholders to allocate their voting rights either to a single candidate or distribute them among multiple candidates when electing more than one director [2][3] - The rules specify that the total voting rights for each shareholder during the election equal the number of shares held multiplied by the number of directors to be elected [2][3] Summary by Sections - **Cumulative Voting Definition**: The cumulative voting system allows shareholders to concentrate their votes on one candidate or distribute them among several candidates when electing multiple directors [1][2] - **Voting Rights Allocation**: Each shareholder's voting rights are calculated based on their shares and the number of directors to be elected, with specific rules on how votes can be allocated [2][3] - **Election Process**: The election results are determined by counting votes, with candidates requiring a majority of the total voting rights to be elected. In case of ties, a second round of voting may be necessary [3][4] - **Regulatory Compliance**: Any matters not covered by these rules will follow national laws and the company's articles of association, with the company board holding the authority to interpret these rules [4][5]
金 螳 螂: 董事会议事规则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-11 16:25
Core Points - The document outlines the rules governing the board of directors of Suzhou Jin Tanglang Architectural Decoration Co., Ltd, aimed at enhancing decision-making efficiency and compliance with relevant laws and regulations [1][2][3] Group 1: General Provisions - The board of directors is the decision-making body of the company, responsible to the shareholders' meeting and executing its resolutions [1][2] - The board consists of 7 directors, including 3 independent directors and 1 employee representative [1][2] Group 2: Board Composition and Responsibilities - Directors are elected for a term of three years, with the possibility of re-election [1][2] - The board has various responsibilities, including convening shareholders' meetings, executing resolutions, and deciding on operational plans and investment proposals [6][7] Group 3: Board Meetings - The board must hold at least two regular meetings annually, with proper notice given to all directors [14][15] - A temporary meeting can be called upon request from shareholders or directors, with specific notice requirements [16][17] Group 4: Voting and Decision-Making - Board meetings require a majority of directors to be present for decisions to be valid, and resolutions must be passed by a majority vote [19][20] - Directors must disclose any conflicts of interest and cannot vote on matters where they have a personal stake [10][11] Group 5: Committees - The board establishes specialized committees, including an audit committee and a strategic committee, to assist in governance [10][11] - Each committee's proposals must be submitted to the board for approval [10][11] Group 6: Documentation and Accountability - Meeting minutes must be recorded and signed by attendees, and directors are responsible for the resolutions passed [30][31] - The board secretary is responsible for managing documentation and ensuring compliance with disclosure requirements [5][12]
*ST东易: 关于控股股东被动减持股份的提示性公告
Zheng Quan Zhi Xing· 2025-07-09 14:09
Group 1 - The core point of the announcement is that the controlling shareholder, Tianjin Dongyi Tianzheng Investment Co., Ltd., will reduce its pledged shares due to a notification from Shanxi Securities, with a maximum reduction of 3.2 million shares, accounting for 0.7627% of the company's total share capital [1][2]. - The reduction will occur through centralized bidding transactions in the secondary market within three months after the announcement date, specifically from 15 trading days after the announcement until October 29, 2025 [1]. - The passive reduction plan does not violate any previously disclosed holding intentions or commitments by Dongyi Tianzheng [2]. Group 2 - The company assures that the reduction of shares will not affect its governance structure or daily operations [2]. - The company will disclose the progress of the reduction plan in accordance with relevant regulations [2].
股市必读:ST瑞和(002620)7月8日主力资金净流出99.58万元
Sou Hu Cai Jing· 2025-07-08 22:47
Trading Information Summary - On July 8, ST Ruihe experienced a net outflow of 995,800 CNY from main funds, while speculative funds saw a net inflow of 1,414,000 CNY, and retail investors had a net outflow of 418,200 CNY [1][3] Company Announcement Summary - Shenzhen Ruihe Decoration Co., Ltd. (ST Ruihe) reported a total of 12 litigation and arbitration cases over the past twelve months, with a total amount involved of approximately 15.418 million CNY. Among these, three new cases reported on July 8, 2025, amounted to 11.2133 million CNY, exceeding 10% of the company's most recent audited net assets [1][3] - The company confirmed that there are no individual litigation or arbitration cases exceeding 10% of the most recent audited net assets with an absolute amount over 10 million CNY. Additionally, there are no other undisclosed litigation or arbitration matters [1][3] - The ongoing cases are still in the stages of not being heard or lacking final judgments, leading to uncertainty regarding their impact on the company's current or future profits. The company will handle accounting in accordance with relevant standards and will fulfill disclosure obligations as required [1]
ST瑞和: 关于累计诉讼、仲裁情况的公告
Zheng Quan Zhi Xing· 2025-07-08 09:13
Summary of Key Points Core Viewpoint - Shenzhen Ruihe Decoration Co., Ltd. has disclosed the cumulative litigation and arbitration matters involving the company and its subsidiaries over the past twelve months, totaling 12 cases with a combined amount of approximately RMB 15.418 million, which exceeds 10% of the company's latest audited net assets [1][2]. Cumulative Litigation and Arbitration Matters - The company and its subsidiaries have a total of 12 litigation and arbitration cases in the past twelve months, with a total amount involved of approximately RMB 15.418 million [1]. - Among these, three cases were filed on July 8, 2025, amounting to RMB 11.2133 million [1]. - No single case exceeds RMB 10 million [2]. Disclosure of Other Litigation and Arbitration Matters - The company and its subsidiaries do not have any undisclosed litigation or arbitration matters that should be disclosed [1][2]. Potential Impact on Profit - The impact of these cases on the company's current or future profits is uncertain, as the cases are still in the pre-trial or judgment stages [2]. - The company will handle accounting in accordance with relevant accounting standards and will fulfill information disclosure obligations as required [2].
*ST建艺: 关于控股股东提供借款及向其提供反担保暨关联交易的公告
Zheng Quan Zhi Xing· 2025-07-02 16:36
Group 1 - The company plans to borrow RMB 135 million from its controlling shareholder, Zhuhai Zhengfang Group, with an annual interest rate of 5% and a term of 10 working days [1] - The board of directors approved the borrowing proposal with unanimous consent, and the independent director held a special meeting to review the proposal [1][5] - The transaction constitutes a related party transaction as Zhuhai Zhengfang Group is the controlling shareholder of the company [1][3] Group 2 - Zhuhai Zhengfang Group has total assets of approximately RMB 47.61 billion and total liabilities of about RMB 39.29 billion, indicating a solid financial position [2] - The group reported a net loss of RMB 640.52 million for the year 2024, reflecting challenges in its operations [2] - The group is not classified as a "dishonest executor," indicating its ability to fulfill contractual obligations [3] Group 3 - The company will provide collateral in the form of fixed assets to secure the loan from Zhuhai Zhengfang Group [4] - The pricing of the loan is based on market principles, ensuring fairness and not harming the interests of the company or minority shareholders [4][5] - The loan is intended to address the company's funding needs and reflects the controlling shareholder's support for the company's development [4][5] Group 4 - The company has engaged in various related party transactions with Zhuhai Zhengfang Group totaling approximately RMB 690 million from the beginning of 2025 to April 30, 2025 [4]